Filing Flows › Upstart Holdings (UPST) › Takeover & LBO
Is Upstart Holdings (UPST) a takeover target?
A leveraged buyout at today's price plus 30% ($29.93 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $8.93 a share (−61% against today's $23.02). It already carries 17.6× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own. Historically 4.1% of companies with its figures were bought within a year (0.82× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $29.93 | today's $23.02 plus 30% |
| × shares | 125.4 million | |
| = Equity value | $3.8B | |
| + Debt refinanced | $2.0B | |
| − Cash | $461M | |
| = Enterprise value | $5.3B | 60.4× EBITDA of $87.6M |
| Fees | $106M | 2% of the price |
| New debt | $482M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $4.9B | 91% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.4B | $94.6M | $36.9M | $34.4M | $447M |
| Year 2 | $1.5B | $101M | $34.2M | $42.5M | $405M |
| Year 3 | $1.6B | $107M | $31.0M | $50.6M | $354M |
| Year 4 | $1.7B | $111M | $27.1M | $58.8M | $295M |
| Year 5 | $1.7B | $114M | $22.6M | $66.8M | $229M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 50.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $5.8B | |
| − Debt left | $229M | |
| = Buyer's equity | $5.6B | |
| Money multiple | 1.13× | on $4.9B put in |
| Buyer's yearly return (IRR) | 2.5% |
Price against return
What the buyer makes at other premiums over today's $23.02; the IRR reaches 20% at $8.93 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $25.32 | 5.1% |
| 20% | $27.62 | 3.7% |
| 30% | $29.93 | 2.5% |
| 40% | $32.23 | 1.3% |
| 50% | $34.53 | 0.2% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.3B | |
| EBITDA, last 12 months | $87.6M | 6.5% of revenue |
| Depreciation and amortization | $25.6M | |
| Capital spending | $5.8M | |
| Debt | $2.0B | |
| Cash | $461M | |
| Share price | $23.02 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 8.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 21% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 14.9% over the share price before the deal (the middle half 9.5% to 33.6%), according to the 17 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Upstart Holdings would cost about $26.45 a share, $3.3B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 9.5% | $25.21 | $3.2B |
| Median | 14.9% | $26.45 | $3.3B |
| High end (a quarter paid more) | 33.6% | $30.75 | $3.9B |
The odds, from history
Historically 4.1% of companies with its figures were bought within a year (0.82× the average). Its figures put it in decile 4 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Upstart Holdings' latest quarter
Upstart Holdings, Q3 2026: revenue $371M (+34% year over year), operating margin 9.7%, net earnings $36.6M, operating cash flow −$19.8M. The chart follows the revenue to costs, profit and cash.
Questions
Is Upstart Holdings being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Upstart Holdings?
A leveraged buyout at today's price plus 30% ($29.93 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $8.93 a share (−61% against today's $23.02). It already carries 17.6× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own.
What would a takeover of Upstart Holdings cost?
Takeovers in its sector paid a median premium of 14.9% over the share price before the deal (the middle half 9.5% to 33.6%), according to the 17 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Upstart Holdings would cost about $26.45 a share, $3.3B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.